Last revision: 12/03/2023
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A proxy form (or form of proxy) is a document used when a shareholder of a Corporation will be absent from a meeting and requires someone else to attend the meeting and make a decision. A form of proxy must be in writing.
The shareholder signs the document and names a person who will act on their behalf. The person acting on the shareholder's behalf is called a proxyholder (or proxy). The proxyholder doesn't need to be another shareholder of the Corporation and anybody can act. The same proxyholder can also act for more than one shareholder. However, if the vote is by show of hands and the proxyholder has conflicting instructions from more than one shareholder, the proxy cannot vote by show of hands.
Normally, the signed proxy must be deposited with the Corporation some time before the meeting (usually no more than 48 hours before the meeting).
HOW TO USE THIS DOCUMENT
A shareholder who will be absent from a meeting should fill out this document. The document will contain the shareholder's name, address and capital in the Corporation.
The absent shareholder will name someone to attend the meeting on their behalf, and may also name a second person. The shareholder will also outline the proxyholder's powers and how to cast their vote at the meeting.
At the end of the document, the absent shareholder will enter the address at which this document is to be deposited. Signing and depositing this document with the Corporation cancels out any prior proxies that have been signed. This means that the most recently signed proxy takes effect.
Proxies must comply with corporate law, which is governed by federal law, each Province's legislation and case law. For example, a Canadian Corporation must adhere to the Canada Business Corporations Act (R.S.C., 1985, c. C-44).
Proxies may also be subject to the Corporation's bylaws, which may have specific requirements.
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Other names for the document: Form of Proxy, Shareholder's Form of Proxy, Proxy, Shareholder's Proxy, Proxy of Shareholders
Country: Canada (English)